SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 10, 2013
DUKE REALTY CORPORATION
DUKE REALTY LIMITED PARTNERSHIP
(Exact name of registrant specified in its charter)
Duke Realty Corporation:
Duke Realty Limited Partnership:
600 East 96th Street
Indianapolis, IN 46240
(Address of principal executive offices, zip code)
Registrants telephone number, including area code: (317) 808-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 1.01. Entry Into a Material Definitive Agreement.
On January 10, 2013, Duke Realty Corporation, an Indiana corporation (the Company), and Duke Realty Limited Partnership, an Indiana limited partnership (the Operating Partnership), of which the Company is the sole general partner, entered into a Terms Agreement (including the related Underwriting Agreement, dated as of January 10, 2013, attached as Annex A thereto and made a part thereof, the Terms Agreement) with the several underwriters named therein (the Underwriters), pursuant to which the Underwriters agreed to purchase from the Company an aggregate of 41,400,000 shares of common stock, $0.01 par value (including 5,400,000 shares issued pursuant to the Underwriters option to purchase additional shares)(the Common Stock).
The shares of Common Stock were registered with the Securities and Exchange Commission (the Commission) pursuant to the Companys and the Operating Partnerships automatic shelf registration statement on Form S-3 (Registration Statement No. 333-181030) (as may be amended and/or supplemented, the Registration Statement), under the Securities Act of 1933, as amended (the Securities Act). The material terms of the offer and sale of the Common Stock are described in the Companys final prospectus supplement, as filed with the Commission on January 10, 2013 pursuant to Rule 424(b)(5) of the Securities Act, which supplements the Companys prospectus, as filed with the Commission on April 30, 2012 and contained in the Registration Statement.
Pursuant to General Instruction F to the Commissions Form 8-K, a copy of the Terms Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K (this Report), and the Terms Agreement is incorporated into this Item 1.01 by this reference.
Item 3.02. Unregistered Sales of Equity Securities.
On January 15, 2013, the Operating Partnership, pursuant to the authority granted in Section 4.02(a) of the Operating Partnerships Fourth Amended and Restated Agreement of Limited Partnership, as amended, authorized the issuance of 41,400,000 of the Operating Partnerships common units (the Common Units) to the Company, as the Operating Partnerships sole general partner, in connection with the Companys registered public offering of 41,400,000 shares of Common Stock. The Common Units were issued in a transaction that was not registered under the Securities Act in reliance upon applicable exemptions from registration under Section 4(2) of the Securities Act.
Item 8.01. Other Events.
On January 15, 2013, the Company completed the issuance and sale of 41,400,000 shares of its Common Stock pursuant to the Terms Agreement filed as Exhibit 1.1 to this Report.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed with this Report pursuant to Item 601 of the Commissions Regulation S-K in lieu of filing the otherwise required exhibits to the Registration Statement. This Report is incorporated by reference into the Registration Statement, and, as such, the Company and the Operating Partnership are incorporating by reference the exhibits to this Report to cause them to be incorporated by reference into the Registration Statement as exhibits thereto. By filing this Report, and the exhibits hereto, however, neither the Company nor the Operating Partnership believe that any of the information set forth herein or in the exhibits hereto represent, individually or in the aggregate, a fundamental change (as such term is used in Item 512(a)(1)(ii) of the Commissions Regulation S-K) in the information set forth in, and incorporated by reference into, the Registration Statement.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: January 15, 2013